Ashurst has advised MMG Limited (MMG) on the sale of companies that own the large Century Zinc Mine Project in North West Queensland (Century Mine) to Century Mine Rehabilitation Project Pty Ltd (CMRP), a company owned by Century Bull Pty Ltd (Century Bull) and affiliated with the Raging Bull group of companies in a deal signed on 28 February 2017.
The Century Mine comprises a mine site in North West Queensland, a large port facility at Karumba and a 304km underground slurry pipeline which connects the mine and Karumba port. The sale was affected by the sale of three MMG subsidiaries (Sale Companies) which together hold the relevant assets.
Attila Resources Limited has subsequently announced that it has entered into a binding earn-in agreement for the upfront acquisition of 70% of the issued capital in CMRP.
Key features of the transaction include:
* Share Transfer Deed – providing for the transfer of the Sale Companies to CMRP.
* Asset Sale Agreement – providing for the sale of a related exploration permit from an MMG group company to one of the Sale Companies (which will complete after the sale of the Sale Companies)
* Trust Deed – for the establishment of the Gulf Communities Interim Support Fund, and contribution of A$12.1 million to the trust. The trust is intended to support to the Sale Companies in meeting various obligations to native title groups under existing native title agreements going forward.
* Funding Deed – providing for the provision of funding (A$34.5 million in bi-annual instalments over 3 years) by MMG group companies to the Sale Companies for defined purposes following the sale – near term operational, rehabilitation and care and maintenance costs.
* Bank Guarantee Support Facility – under which MMG group companies agree to procure the maintenance of certain existing bank guarantees required in relation to mine operation for the benefit of the Sale Companies (value up to A$193.7 million).
The Century Mine ceased operations in early 2016 following depletion of the primary zinc ore reserves. The sale will transfer the assets and obligations of the Century Mine to a specialist in economic rehabilitation of mine sites. It will also establish quantified support obligations under the Gulf Communities Interim Support Fund, the Funding Deed and the Bank Guarantee Support Agreement.
The Ashurst team was led by partner Simon Fraser (Corporate). Simon was assisted by partner Con Tzerefos, senior associate Matt Hartsuyker, lawyers Carrie Hui and Bridget Shelton and graduates Alexander Kedzior, Anthony Pitruzzello and Andrew Robertson (Corporate); partners Clare Lawrence and Paul Newman, counsel Nerida Cooley and Ann-Janette Reinhardt, senior associate Libby McKillop, lawyer Edwina Kelly and graduate Ryan Kabat (Resources, Utilities, Native Title and Property); partners Caroline Ammundsen and John Briggs and senior associate Paul Wilson (Environment); partner Martin Coleman, associate Peter Allen and graduate Hannah Fitzpatrick (Banking); partners Peter McCullough, Geoffrey Mann and Ian Kellock, senior associate Bronwyn Kirkwood and lawyer Kristina Popova (Tax); and counsel Shane Bosma (Shipping and Aviation).
